Exhibit 3.146
CERTIFICATE OF INCORPORATION
OF
NEW STAT HEALTHCARE, INC.
I.
The name of the corporation is New STAT Healthcare, Inc.
II.
The address of the registered office of the corporation in the State of Delaware
is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of
the registered agent of the corporation in the State of Delaware at such address
is The Corporation Trust Company.
III.
The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the Delaware General Corporation Law.
IV.
The name and mailing address of the incorporator of the corporation is:
N. E. Chapman
12450 Greenspoint Dr., Suite 1200
Houston, Texas 77060
V.
A. The corporation is authorized to issue two classes of stock to be designated,
respectively, "Common Stock" and "Preferred Stock." The total number of shares
which the corporation is authorized to issue is Forty-five Million (45,000,000)
shares of which Forty Million (40,000,000) shares shall be Common Stock and Five
Million (5,000,000) shares shall be Preferred Stock. each such share with a par
value of one cent ($0.01).
B. The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, by filing a certificate pursuant to
the Delaware General Corporation Law, to fix or alter from time to time the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations and restrictions thereof, including without
limitation, the dividend rights, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, and the liquidation preferences of any wholly
unissued series of Preferred Stock, and to establish from time to time the
number of shares constituting any such series and the designation thereof,
or any of them (a "Preferred Stock Designation"); and to increase or decrease
the number of shares of any series subsequent to the issuance of shares of that
series, but not below the number of shares of such series then outstanding. In
case the number of shares of any series shall be decreased in accordance with
the foregoing sentence, the shares constituting such decrease shall resume the
status of authorized but unissued and undesignated Preferred Stock. If at any
time subsequent to the issuance of shares of a particular series, there are no
shares of such series remaining outstanding, such series thereupon shall
constitute a wholly unissued series and may be altered (including without
limitation the elimination of such series) to the full extent as hereinabove
provided. The foregoing authority of the corporation's Board of Directors
expressly includes the authority to designate series of Preferred Stock with
designations, powers, preferences, rights, qualifications, limitations and
restrictions senior to, junior to, or on parity with, the designations, powers,
preferences, rights, qualifications, limitations and restrictions of the Common
Stock or any series of outstanding Preferred Stock.
C. The Common Stock shall be subject to the prior and superior rights of the
Preferred Stock and any series thereof. Each share of Common Stock shall be
equal to every other share of Common Stock. The holders of shares of Common
Stock shall be entitled to one vote for each share of such stock upon all
matters presented to the stockholders.
VI.
For the management of the business and for the conduct of the affairs of the
corporation, and in further definition, limitation and regulation of the powers
of the corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:
A. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed in the manner
provided in the Bylaws.
B. The Board of Directors may from time to time make amend, supplement or repeal
the Bylaws; provided, however, that the stockholders may change or repeal any
Bylaw adopted by the Board of Directors by the affirmative vote of the holders
of a majority of the voting power of all of the then outstanding shares of the
capital stock of the corporation (considered for this purpose as one class),
and, provided further, that no amendment or supplement to the Bylaws adopted by
the Board of Directors shall vary or conflict with any amendment or supplement
thus adopted by the stockholders.
C. The directors of the corporation need not be elected by written ballot unless
the Bylaws so provide. At each annual meeting of stockholders, directors of the
corporation shall be elected to hold office until the expiration of the term for
which they are elected, and until their successors have been duly elected and
qualified; except that if any such election shall not be so held, such election
shall take place at a stockholders' meeting called and held in accordance with
the Delaware General Corporation Law. Effective upon the consummation of the
transactions contemplated by that certain Amended and Restated Agreement and
Plan of Reorganisation, dated March 15, 1996, as amended, among the corporation,
STAT Healthcare, Inc., the corporations listed on Schedule A thereof and the
partnerships listed on Schedule B thereof, the
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directors of the corporation shall classify its members into three classes as
nearly equal in size as is practicable, which shall be hereby designated Class
I, Class II and Class III. The term of office of the initial Class I directors
shall expire at the 1997 annual meeting of stockholders, the term of office of
the initial Class II directors shall expire at the 1998 annual meeting of
stockholders and the term of office of the initial Class III directors shall
expire at the 1999 annual meeting of stockholders. For the purposes hereof, the
initial Class I, Class II and Class III directors are those directors who were
so nominated and elected at the first annual meeting of stockholders. At each
annual meeting of stockholders thereafter, directors to replace those of a class
whose terms expire at such annual meeting shall be elected to hold office until
the third succeeding annual meeting and until their respective successors shall
have been duly elected and qualified. If the number of directors is hereafter
changed, any newly created directorships or decrease in directorships shall be
so apportioned among the classes as to make all classes as nearly equal in
number as is practicable.
The number of directors which constitute the whole Board of Directors of the
corporation shall be designated in the bylaws of the corporation or by
resolution adopted by the Board of Directors. Vacancies occurring on the Board
of Directors for any reason may be filled by vote of a majority of the remaining
members of the Board of Directors, although less than a quorum, at any meeting
of the Board of Directors. A person so elected by the Board of Directors to fill
a vacancy shall hold office until the next succeeding annual meeting of
stockholders of the corporation and until his or her successor shall have been
duly elected and qualified.
D. Advance notice of stockholder nominations for the election of directors and
of business to be brought by stockholders before any meeting of the stockholders
of the corporation shall be given in the manner provided in the Bylaws of the
corporation.
VII.
In addition to any requirements of law and any other provisions of this
Certificate of Incorporation or the terms of any series of Preferred Stock or
any other securities of the corporation and notwithstanding the fact that a
lesser percentage may be specified by law, this Certificate of Incorporation or
any such terms), the affirmative vote of the holders of a majority in interest
of the combined voting power of the then outstanding shares of capital stock of
the corporation entitled to vote generally in an annual election (the "Voting
Stock"), voting together as a single class, shall be required to:
A. Remove a director without cause (for the purposes of this Article VII "cause
shall mean the willful and continuous failure of a director to substantially
perform such director's duties to the corporation, other than any such failure
resulting from incapacity due to physical or mental illness, or the willful
engaging by a director in misconduct injurious to the corporation);
B. Amend, alter or repeal or adopt any provision inconsistent with Article VI or
this Article VII; and
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C. Amend, alter or repeal or adopt any provisions inconsistent with any
provision, other than Article VI or this Article VII contained in this
Certificate of Incorporation, unless otherwise approved by a majority of the
entire Board of Directors.
VIII.
Effective upon the consummation of the transactions contemplated by that certain
Amended and Restated Agreement and Plan of Reorganization, dated March 15, 1996,
as amended, among the corporation, STAT Healthcare, Inc., the corporations
listed on Schedule A thereof and the partnerships listed on Schedule B thereof,
the stockholders of the corporation may not take action by written consent
without a meeting and must take any actions at a duly called annual or special
meeting. Meetings of stockholders may be held within or without the State of
Delaware as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the corporation.
IX.
A director of the corporation shall, to the full extent not prohibited by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended, not be liable to the corporation or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director.
X.
A director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law as so amended.
Any repeal or modification of the foregoing provisions of this Article X by the
stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
XI.
The corporation is to have perpetual existence.
XII.
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The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are granted subject to this right.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of
forming a corporation to do business both within and without the State of
Delaware and in pursuance of the General Corporation Law of Delaware, does make
and file this Certificate, hereby declaring and certifying that the facts herein
stated are true, and accordingly has hereunto set his hand this 15th day of
March, 1996.
/s/ N.E. Chapman
- -------------------------------------
N.E. Chapman
Incorporator
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CERTIFICATE OF MERGER
OF
AMHEALTH CORPORATION,
AMHEALTH ENTERPRISES OF THE VALLEY, INC., AND
AMHEALTH AMBULATORY SERVICES, INC.
INTO
NEW STAT HEALTHCARE, INC.
The undersigned corporation
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
- ---- ----------------------
AmHealth Corporation, Inc. ("AmHealth") Texas
AmHealth Enterprises of the Valley, Inc. ("AEV") Texas
AmHealth Ambulatory Services, Inc. ("AAS") Texas
New STAT Healthcare, Inc. ("New STAT") Delaware
SECOND: That an Amended and Restated Agreement and Plan of Reorganization
("Reorganization Agreement") between AmHealth, AEV, AAS, the AmHealth
Partnerships named therein, New STAT, STAT Healthcare, Inc., a Delaware
corporation, and STAT Acquisition Corp., a Delaware corporation, has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is New STAT
Healthcare, Inc. ("STAT"), a Delaware corporation, which shall change its name
to be STAT Healthcare, Inc.
FOURTH: That the Certificate of Incorporation of New STAT, a Delaware
corporation which is surviving the merger, shall be the Certificate of
Incorporation of the surviving corporation, except that Article First shall be
amended to read as follows:
"The name of the corporation shall be STAT Healthcare, Inc."
FIFTH: That the executed Reorganization Agreement is on file at the principal
place of business of the surviving corporation, the address of which is 12450
Greenspoint Drive, Suite 1200, Houston, Texas 77060.
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SIXTH: That a copy of the Reorganization Agreement will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The authorized capital stock of each foreign corporation which is a
party to the merger is as follows:
Par value
Corporation Class Number of Shares per share
- ----------- ------------ ---------------- ---------
AmHealth Common Stock 1,000 $1.00
AEV Common Stock 1,000 1.00
AAS Common Stock 1,000 1.00
IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of
Merger to be executed in its corporate name this 24 day of June, 1996.
NEW STAT HEALTHCARE, INC.
By: /s/ N.E. Chapman
---------------------------------
N.E. Chapman
Chief Financial Officer
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CERTIFICATE OF MERGER
OF
SHI ACQUISITION CORP.
INTO
STAT HEALTHCARE, INC.
(UNDER SECTION 251 of THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
The undersigned corporation DOES HEREBY CERTIFY THAT:
FIRST: The name and state of incorporation of each constituent corporation of
the merger is as follows:
STATE OF
NAME INCORPORATION
- ---- -------------
STAT Healthcare, Inc. Delaware
SHI Acquisition Corp. Delaware
SECOND: An agreement of merger between the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 251 of
the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation of the merger is STAT Healthcare.
Inc.
FOURTH: The Certificate of Incorporation of STAT Healthcare, Inc. shall be the
Certificate of Incorporation of the surviving corporation.
FIFTH: The surviving corporation is a corporation incorporated in the State of
Delaware.
SIXTH: The executed agent of merger is on file at the principal place of
business of the surviving corporation. The address of said principal place of
business is 12450 Greenspoint Drive, Suite 1200, Houston, Texas 77060.
SEVENTH: A copy of the agreement of merger will be furnished on request and
without cost to any stockholder of any constituent corporation.
IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this certificate to be
signed by Russell D. Schneider, its Chief Executive Officer, on the 10 day of
December, 1996.
STAT HEALTHCARE, INC.
/s/ Russell D. Schneider
- -------------------------------------
Russell D. Schneider
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Chief Executive Officer
ATTEST:
By: /s/ Ned E. Chapman
---------------------------------
Ned E. Chapman
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RESTATED CERTIFICATE OF INCORPORATION
of
STAT HEALTHCARE, INC.
STAT Healthcare, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
1. The name of this corporation is STAT Healthcare, Inc. STAT Healthcare, Inc.
was originally incorporated under the same name, and the original Certificate of
Incorporation of this corporation was filed with the Secretary of State of the
State of Delaware on March 15, 1996.
2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State
of Delaware, this Restated Certificate of Incorporation restates and integrates
and further amends the provisions of the Certificate of Incorporation of this
corporation.
3. The text of the Restated Certificate of Incorporation as heretofore amended
or supplemented is hereby restated and further amended to read in its entirety
as follows:
ARTICLE I
The name of this corporation is STAT Healthcare, Inc.
ARTICLE II
The registered office of this corporation in the State of Delaware is located at
1013 Centre Road, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is Corporation Service Company.
ARTICLE III
The purpose of this corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.
ARTICLE IV
The total number of shares of stock that this corporation shall have authority
to issue is 3,000 shares of Common Stock, $.01 par value per share. Each share
of Common Stock shall be entitled to one vote.
IN WITNESS WHEREOF, this corporation has caused its corporate seal to be affixed
hereto and this Restated Certificate of Incorporation to be signed by its
President this 26 day of January, 1997.
STAT HEALTHCARE, INC.
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By /s/ Russell D. Schneider
----------------------------------
Name: Russell D. Schneider
Title: President
ATTEST:
/s/ William George
- -------------------------------------
Name: William George
Title: Secretary
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
****
STAT Healthcare, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.
The Board of Directors of STAT Healthcare, Inc. adopted the following resolution
on the 27th day of March, 1997.
Resolved, that the registered office of STAT Healthcare, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this statement to be signed
by William George, its Vice President*, this 27 day of March, 1997.
/s/ William George
- -------------------------------------
William George, Vice President
(Title)
* Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate.
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is Stat
Healthcare, Inc.
2. The registered office of the Corporation within the State of Delaware is
hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent.
3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., the business office of which
is identical with the registered office of the corporation as hereby changed.
Signed on June 3, 1999
/s/ Scott W. Roloff, Secretary
- -------------------------------------
Scott W. Roloff, Secretary
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
Stat Healthcare, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware
DOES HEREBY CERTIFY:
That the registered office of the corporation in the state of Delaware is hereby
changed to Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle.
That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to the
aforementioned registered office as changed.
That the changes in the registered office and registered agent of the
corporation as set forth herein were duly authorized by resolution of the Board
of Directors of the corporation.
IN WITNESS WHEREOF. the corporation as caused this Certificate to be signed by
an authorized officer, this 15th day of November, 2001.
/s/ Lori Evans
- -------------------------------------
Lori Evans
Vice President/Assistant Secretary
* Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate,
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